In 2019, the Canadian federal government enacted several
important reforms to the Canada Business Corporations Act
(CBCA) that reflect its increased focus on corporate governance
best practices. In this chapter, we explore key areas in which the
amendments will affect Canadian public companies, including
requiring public companies to hold annual non-binding
"say-on-pay" votes, and prescribing new disclosure
requirements regarding diversity, the well-being of companies'
employees, retirees and pensioners, and the clawback of director
and executive compensation. We also discuss the codification of key
elements of the Supreme Court of Canada's seminal 2008 decision
in BCE Inc. v 1976 Debentureholders regarding
directors' and officers' duties to act in the best
interests of the corporation. Finally, we review the CBCA's
enhanced investigative powers and expanded enforcement provisions,
which necessitate attention by private corporations to the
statute's share register
